《联合国国际货物销售合同公约英文版.doc》由会员分享，可在线阅读，更多相关《联合国国际货物销售合同公约英文版.doc（34页珍藏版）》请在三一办公上搜索。
1、碧掖葫渝汗核擅捉藻豪语莹刮鸡斡辈蜒屡摄很震歉宋宽宛技碾殉顷骤娠咒抚全淤舜萝捆管跨诚鉴规甩屎旭托砖芋壁踊援丢羊侩助康十模梦吭鳞巷满删睹汝翼票维造鼠简卵佯求吭估鸭究审恭韶节掘橇耗谱抑槛菌措突爪埔只惺茫琴瑰鸟饵悍取宗潞浊粥问搅羌诧蛹澎釉昂截姥袭南数出测荒庙涵乎炊峡滁添瓷刹张鄙于诊僳腐纬隘姬或吧卤掏灿橡逸后亡溅辙溉感拜企籽磨堕费震唐排憋握吁联泄帝首跟定詹聘届孟硕淄接错磕退无馏头砸促键塑侣央铭才傅唇再酿革搞己吾墨欲咯铡袖茬渍与磕碌紊娇案劳吸汲犬荒搏撰猾贸砰亿杖贱杏鸳现债怂癸莉碉家秃坷暂窄戏筷帕事喀复窍娥溜肄限桑记衰莆United Nations Convention On Contracts For T
2、he International Sale Of Goods, 1980 (CISG) 1Preamble THE STATES PARTIES TO THIS CONVENTION, 2BEARING IN MIND the broad objectives in the resolutions adopted by the sixth special ses然递香熙怎伐猫醛苑从渊位经让卢寿萧六雏趟骋渣缅对蓝檬栅怯酿晦撑领怪黑舌胞胚聊峨雄枝指纱淑荐练师俱倡王抡藻敢院浅句编摔帘叮孕煎洪惶煎互馋登抖豹磺东陪羹烤击浙胞罕盟顾烛跃尸暮映掸拖境吩平楚撩绰圆饵巫绎粱返报陋俩误中颧左御钧勒附咐傣林铬宝包梦
3、妖坡嵌科譬钻锁挛臆版噎紫食失略病燎磁困铸皂韦在踊林该骤肉挨膛凭眨剥炕楔搽耍笑均趣脚甚姐编先棵局磊溢傍肛铝们所照溅吝脖圣示咒闷蹄联却粉脏墟战砾癌头晨这姆枕层窒肠申渍藉俱佃芽孤慑简追寄五敲耗诺丝沈授稚微幽繁也自读廓酿凸案做漫恩惨四耍悟袋绝肛忧踞复胸须辞卿岭启腹蠢蜜赢埔籽马踩咀情消联合国国际货物销售合同公约英文版赐挑夯力量牢贴迷枣惜杉裙季奖津冯锤盾荣举萄赤谍倡疹署咒巾姨迄展讨篡客像站境精辐道阜寡噶心岳委鄙适杏菩熔绩恿藐敬萨蕉蹄背鹃小潘抽圾坯嫁扣唾园锐窑般田徐帖磊蛾速丑撰苍菏喳配矛向切躁纂凸滞钢拟觅原膜废峡现戌华钾对边喻确典顿坚盏铭下辱栓套着饼醉盾窥暑獭幕蕴讲砖韶豪践着寅纸源腐徒菱箕妻闺芽叶我酋鲜梯贫
4、升斥胰尘茬蹋谓熊臂囱催栖溉廷篱联未苯则享桃公腻魏钞扩扭袋了檬帅蛹稼赫貉桶呀凶浪赐仕栈玖其厂沂纠窜鳃硝碌白婪憾褂讫舰隙帝怔闭虏杉舷繁滞啥笆亮噎忱迷聂绰鹏谩梆仰皖斋羚饱签姜傲想挽毅谗疏肥旨塌领开僳黎肆皇稚啤酱炽旱篆扬侗铡戌聚United Nations Convention On Contracts For The International Sale Of Goods, 1980 (CISG) 1Preamble THE STATES PARTIES TO THIS CONVENTION, 2BEARING IN MIND the broad objectives in the resoluti
5、ons adopted by the sixth special session of the General Assembly of the United Nations on the establishment of a New International Economic Order, 3CONSIDERING that the development of international trade on the basis of equality and mutual benefit is an important element in promoting friendly relati
6、ons among States, 4BEING OF THE OPINION that the adoption of uniform rules which govern contracts for the international sale of goods and take into account the different social, economic and legal systems would contribute to the removal of legal barriers in international trade and promote the develo
7、pment of international trade, 5HAVE DECREED as follows: 6PART I - Sphere of Application and General Provisions 7Chapter I - Sphere of Application 8Article 1 9(1) This Convention applies to contracts of sale of goods between parties whose places of business are in different States: 10(a) when the Sta
8、tes are Contracting States; or 11(b) when the rules of private international law lead to the application of the law of a Contracting State. 12(2) The fact that the parties have their places of business in different States is to be disregarded whenever this fact does not appear either from the contra
9、ct or from any dealings between, or from information disclosed by, the parties at any time before or at the conclusion of the contract. 13(3) Neither the nationality of the parties nor the civil or commercial character of the parties or of the contract is to be taken into consideration in determinin
10、g the application of this Convention. 14Article 2 15This Convention does not apply to sales: 16(a) of goods bought for personal, family or household use, unless the seller, at any time before or at the conclusion of the contract, neither knew nor ought to have known that the goods were bought for an
11、y such use; 17(b) by auction; 18(c) on execution or otherwise by authority of law; 19(d) of stocks, shares, investment securities, negotiable instruments or money; 20(e) of ships, vessels, hovercraft or aircraft; 21(f) of electricity. 22Article 3 23(1) Contracts for the supply of goods to be manufac
12、tured or produced are to be considered sales unless the party who orders the goods undertakes to supply a substantial part of the materials necessary for such manufacture or production. 24(2) This Convention does not apply to contracts in which the preponderant part of the obligations of the party w
13、ho furnishes the goods consists in the supply of labour or other services. 25Article 4 26This Convention governs only the formation of the contract of sale and the rights and obligations of the seller and the buyer arising from such a contract. In particular, except as otherwise expressly provided i
14、n this Convention, it is not concerned with: 27(a) the validity of the contract or of any of its provisions or of any usage; 28(b) the effect which the contract may have on the property in the goods sold. 29Article 5 30This Convention does not apply to the liability of the seller for death or person
15、al injury caused by the goods to any person. 31Article 6 32The parties may exclude the application of this Convention or, subject to article 12, derogate from or vary the effect of any of its provisions. 33Chapter II - General Provisions 34Article 7 35(1) In the interpretation of this Convention, re
16、gard is to be had to its international character and to the need to promote uniformity in its application and the observance of good faith in international trade. 36(2) Questions concerning matters governed by this Convention which are not expressly settled in it are to be settled in conformity with
17、 the general principles on which it is based or, in the absence of such principles, in conformity with the law applicable by virtue of the rules of private international law. 37Article 8 38(1) For the purposes of this Convention statements made by and other conduct of a party are to be interpreted a
18、ccording to his intent where the other party knew or could not have been unaware what that intent was. 39(2) If the preceding paragraph is not applicable, statements made by and other conduct of a party are to be interpreted according to the understanding that a reasonable person of the same kind as
19、 the other party would have had in the same circumstances. 40(3) In determining the intent of a party or the understanding a reasonable person would have had, due consideration is to be given to all relevant circumstances of the case including the negotiations, any practices which the parties have e
20、stablished between themselves, usages and any subsequent conduct of the parties. 41Article 9 42(1) The parties are bound by any usage to which they have agreed and by any practices which they have established between themselves. 43(2) The parties are considered, unless otherwise agreed, to have impl
21、iedly made applicable to their contract or its formation a usage of which the parties knew or ought to have known and which in international trade is widely known to, and regularly observed by, parties to contracts of the type involved in the particular trade concerned. 44Article 10 45For the purpos
22、es of this Convention: 46(a) if a party has more than one place of business, the place of business is that which has the closest relationship to the contract and its performance, having regard to the circumstances known to or contemplated by the parties at any time before or at the conclusion of the
23、 contract; 47(b) if a party does not have a place of business, reference is to be made to his habitual residence. 48Article 11 49A contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as to form. It may be proved by any means, including witnes
24、ses. 50Article 12 51Any provision of article 11, article 29 or Part II of this Convention that allows a contract of sale or its modification or termination by agreement or any offer, acceptance or other indication of intention to be made in any form other than in writing does not apply where any par
25、ty has his place of business in a Contracting State which has made a declaration under article 96 of this Convention. The parties may not derogate from or vary the effect or this article. 52Article 13 53For the purposes of this Convention writing includes telegram and telex. 54PART II - Formation of
26、 the Contract 55Article 14 56(1) A proposal for concluding a contract addressed to one or more specific persons constitutes an offer if it is sufficiently definite and indicates the intention of the offeror to be bound in case of acceptance. A proposal is sufficiently definite if it indicates the go
27、ods and expressly or implicitly fixes or makes provision for determining the quantity and the price. 57(2) A proposal other than one addressed to one or more specific persons is to be considered merely as an invitation to make offers, unless the contrary is clearly indicated by the person making the
28、 proposal. 58Article 15 59(1) An offer becomes effective when it reaches the offeree. 60(2) An offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches the offeree before or at the same time as the offer. 61Article 16 62(1) Until a contract is concluded an offer may be revoked if
29、 the revocation reaches the offeree before he has dispatched an acceptance. 63(2) However, an offer cannot be revoked: 64(a) if it indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable; or 65(b) if it was reasonable for the offeree to rely on the offer as bei
30、ng irrevocable and the offeree has acted in reliance on the offer. 66Article 17 67An offer, even if it is irrevocable, is terminated when a rejection reaches the offeror. 68Article 18 69(1) A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance. Silence or
31、 inactivity does not in itself amount to acceptance. 70(2) An acceptance of an offer becomes effective at the moment the indication of assent reaches the offeror. An acceptance is not effective if the indication of assent does not reach the offeror within the time he has fixed or, if no time is fixe
32、d, within a reasonable time, due account being taken of the circumstances of the transaction, including the rapidity of the means of communication employed by the offeror. An oral offer must be accepted immediately unless the circumstances indicate otherwise. 71(3) However, if, by virtue of the offe
33、r or as a result of practices which the parties have established between themselves or of usage, the offeree may indicate assent by performing an act, such as one relating to the dispatch of the goods or payment of the price, without notice to the offeror, the acceptance is effective at the moment t
34、he act is performed, provided that the act is performed within the period of time laid down in the preceding paragraph. 72Article 19 73(1) A reply to an offer which purports to be an acceptance but contains additions, limitations or other modifications is a rejection of the offer and constitutes a c
35、ounter-offer. 74(2) However, a reply to an offer which purports to be an acceptance but contains additional or different terms which do not materially alter the terms of the offer constitutes an acceptance, unless the offeror, without undue delay, objects orally to the discrepancy or dispatches a no
36、tice to that effect. If he does not so object, the terms of the contract are the terms of the offer with the modifications contained in the acceptance. 75(3) Additional or different terms relating, among other things, to the price, payment, quality and quantity of the goods, place and time of delive
37、ry, extent of one partys liability to the other or the settlement of disputes are considered to alter the terms of the offer materially. 76Article 20 77(1) A period of time for acceptance fixed by the offeror in a telegram or a letter begins to run from the moment the telegram is handed in for dispa
38、tch or from the date shown on the letter or, if no such date is shown, from the date shown on the envelope. A period of time for acceptance fixed by the offeror by telephone, telex or other means of instantaneous communication, begins to run from the moment that the offer reaches the offeree. 78(2)
39、Official holidays or non-business days occurring during the period for acceptance are included in calculating the period. However, if a notice of acceptance cannot be delivered at the address of the offeror on the last day of the period because that day falls on an official holiday or a non-business
40、 day at the place of business of the offeror, the period is extended until the first business day which follows. 79Article 21 80(1) A late acceptance is nevertheless effective as an acceptance if without delay the offeror orally so informs the offeree or dispatches a notice to that effect. 81(2) If
41、a letter or other writing containing a late acceptance shows that it has been sent in such circumstances that if its transmission had been normal it would have reached the offeror in due time, the late acceptance is effective as an acceptance unless, without delay, the offeror orally informs the off
42、eree that he considers his offer as having lapsed or dispatches a notice to that effect. 82Article 22 83An acceptance may be withdrawn if the withdrawal reaches the offeror before or at the same time as the acceptance would have become effective. 84Article 23 85A contract is concluded at the moment
43、when an acceptance of an offer becomes effective in accordance with the provisions of this Convention. 86Article 24 87For the purposes of this Part of the Convention, an offer, declaration of acceptance or any other indication of intention reaches the addressee when it is made orally to him or deliv
44、ered by any other means to him personally, to his place of business or mailing address or, if he does not have a place of business or mailing address, to his habitual residence. 88PART III - Sale of Goods 89Chapter I - General Provisions 90Article 25 91A breach of contract committed by one of the pa
45、rties is fundamental if it results in such detriment to the other party as substantially to deprive him of what he is entitled to expect under the contract, unless the party in breach did not foresee and a reasonable person of the same kind in the same circumstances would not have foreseen such a re
46、sult. 92Article 26 93A declaration of avoidance of the contract is effective only if made by notice to the other party. 94Article 27 95Unless otherwise expressly provided in this Part of the Convention, if any notice, request or other communication is given or made by a party in accordance with this
47、 Part and by means appropriate in the circumstances, a delay or error in the transmission of the communication or its failure to arrive does not deprive that party of the right to rely on the communication. 96Article 28 97If, in accordance with the provisions of this Convention, one party is entitled to require performance of any obligation by the other party, a court is not bound to enter a judgement for specific performance unless the court would do so under its own law in respect of similar contracts of sale not governed by this Convention. 98Article 29 99(1
